Beijing Deheng Law Firm
About Jiayuan Technology Co., Ltd
Applying for IPO and listing on GEM
Supplementary legal opinions (6)
12 / F, block B, Fukai building, Financial Street Holdings Co.Ltd(000402) 19, Xicheng District, Beijing
Tel: 010-52682888 Fax: 010-52682999 zip code: 100033
Beijing Deheng Law Firm
About Jiayuan Technology Co., Ltd
Applying for IPO and listing on GEM
Supplementary legal opinions (6)
Deheng 06f20190321-00021
To: Jiayuan Technology Co., Ltd
In accordance with the special legal adviser contract signed with the issuer, the exchange accepts the entrustment of the issuer to act as the special legal adviser for the issuer's initial public offering of RMB common shares and listing on the gem. In accordance with the relevant provisions of the company law, securities law, administrative measures, rule No. 12 and other laws, administrative regulations, departmental rules and other normative documents, We have issued the legal opinion of Beijing Deheng Law Firm on the initial public offering and listing of Jiayuan Technology Co., Ltd. on the gem (hereinafter referred to as the "legal opinion") and the lawyer work report of Beijing Deheng Law Firm on the initial public offering and listing of Jiayuan Technology Co., Ltd. on the gem (hereinafter referred to as the "legal opinion")“ Lawyer work report, supplementary legal opinion (I) of Beijing Deheng Law Firm on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem (hereinafter referred to as "supplementary legal opinion (I)) Supplementary legal opinion of Beijing Deheng Law Firm on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on GEM (II) (hereinafter referred to as "supplementary legal opinion (II)"), and supplementary legal opinion of Beijing Deheng Law Firm on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on gem （3） (hereinafter referred to as "supplementary legal opinion (III)", Beijing Deheng Law Firm's supplementary legal opinion (IV) on Jiayuan Technology Co., Ltd's application for initial public offering and listing on the gem (hereinafter referred to as "supplementary legal opinion (IV)"), and Supplementary legal opinion (V) of Beijing Deheng Law Firm on Jiayuan Technology Co., Ltd. applying for initial public offering and listing on the gem (hereinafter referred to as "supplementary legal opinion (V)"). Whereas Lixin audited the issuer's financial situation in 2018, 2019, 2020 and January June 2021 and issued The audit report of Jiayuan Technology Co., Ltd. (hereinafter referred to as the "audit report"), in accordance with the provisions of the company law, the securities law, the administrative measures and other relevant laws, regulations and normative documents, the undertaking lawyer of the exchange issued this supplementary legal opinion on the basis of further verification of the issuer's issuance and listing.
This supplementary legal opinion constitutes legal opinion, lawyer work report, supplementary legal opinion (I), supplementary legal opinion (II), supplementary legal opinion (III), supplementary legal opinion (IV) and supplementary legal opinion (V) An integral part. In case of any inconsistency in content, this supplementary legal opinion shall prevail. Unless otherwise stated in this supplementary legal opinion, the contents of the above documents are still valid. The matters stated in the legal opinion and lawyer work report of the exchange shall continue to apply to this supplementary legal opinion. Unless otherwise specified in the context, the definitions and terms used in this supplementary legal opinion have the same meanings as those used in the legal opinion and lawyer work report. The "new period" mentioned in this supplementary legal opinion refers to the period from the date of issuance of the supplementary legal opinion (II) to the date of issuance of this supplementary legal opinion. The exchange and its undertaking lawyers shall, in accordance with the securities law, the administrative measures, the administrative measures for securities legal business and the practice rules for securities legal business And the facts that have occurred or existed before the issuance date of this supplementary legal opinion, strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted sufficient verification and verification to ensure that the facts identified in this supplementary legal opinion are true, accurate and complete, and the concluding opinions issued are legal and accurate, without false records Misleading statements or material omissions.
The exchange only expresses opinions on legal issues related to the issuance and listing, and does not express opinions on professional matters such as accounting, audit and evaluation. The quotation of certain contents in relevant accounting statements, audit reports and evaluation reports in this supplementary legal opinion does not mean that the undertaking lawyer of this office makes any judgment or guarantee on the authenticity, accuracy and legitimacy of these contents.
The exchange does not authorize any unit or individual to make any interpretation or explanation of this supplementary legal opinion.
The exchange agrees to submit this supplementary legal opinion together with other reporting materials to the Shenzhen stock exchange for review. This supplementary legal opinion is only for the purpose of the issuer's current issuance and listing, and shall not be used for any other purpose.
1、 Subject qualification of this offering and listing
After verification by the lawyer in charge of the exchange, as of the date of issuance of this supplementary legal opinion, the issuer is a joint stock limited company legally established and continuously operated for more than 3 years, has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law, It has the subject qualification of public offering of shares and listing on the gem in the company law, the securities law and the administrative measures.
In conclusion, the lawyer in charge of this office believes that as of the date of issuance of this supplementary legal opinion, the issuer still has the subject qualification of this issuance and listing as described in Article 2 of the legal opinion.
2、 Substantive conditions for this offering and listing
(i) This issuance and listing meets the substantive conditions stipulated in the company law and the securities law
1. According to the issuance plan determined by the issuer's 4th extraordinary general meeting in 2020, the shares to be publicly issued by the issuer are RMB ordinary shares. The issuance conditions and price of each share are the same, and each share has the same rights, which is in line with the provisions of Article 126 of the company law. 2. As stated in "XIV. Rules of procedure and standardized operation of the issuer's general meeting of shareholders, the board of directors and the board of supervisors" in the body of the lawyer's work report, the issuer has established the general meeting of shareholders, the board of directors and the board of supervisors according to law, and the board of directors has four special committees: Audit Committee, remuneration and assessment committee, nomination committee and Strategy Committee; Establish the system of independent directors and Secretary of the board of directors; Employ senior management personnel; It has set up functional departments suitable for operation and management. As of the date of issuance of this supplementary legal opinion, the issuer has a sound and well functioning organization, and relevant institutions and personnel can perform their duties according to law, in accordance with the provisions of item (I) of paragraph 1 of Article 12 of the securities law.
3. According to the relevant materials provided by the issuer and verified by the undertaking lawyer of the exchange, the issuer does not have any circumstances that should be terminated as stipulated in the company law and the articles of association. According to the audit report, in 2018, 2019 The net profits attributable to the shareholders of the parent company in 2020 and from January to June 2021 (based on the lower one before and after deducting non recurring profits and losses) are 18.5249 million yuan, 27.843 million yuan, 52.6534 million yuan and 38.7153 million yuan respectively, which have the ability of sustainable operation and comply with the provisions of paragraph 1 (2) of Article 12 of the securities law.
4. According to the audit report, the issuer's financial and accounting reports for the last three years have been issued with unqualified audit reports, which is in line with the provisions of paragraph 1 (3) of Article 12 of the securities law.
5. According to the commitments issued by the issuer, its controlling shareholders and actual controllers and verified by the lawyers in charge of the exchange, the issuer, its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, embezzlement of property, misappropriation of property or undermining the order of the socialist market economy in the past three years, which is in line with the provisions of item (4) of paragraph 1 of Article 12 of the securities law.
（2） This issuance and listing meets the substantive conditions stipulated in the administrative measures
1. This issuance and listing complies with the provisions of Article 10 of the administrative measures
As stated in "I. subject qualification of this issuance and listing" of this supplementary legal opinion, the issuer has the subject qualification of this issuance and listing, which is in line with Article 10 of the administrative measures.
2. This issuance and listing complies with the provisions of Article 11 of the administrative measures
(1) According to the audit report, the issuer's basic accounting work is standardized, the preparation of the financial statements complies with the accounting standards for business enterprises and relevant information disclosure rules, and fairly reflects the issuer's financial status, operating results and cash flow in all major aspects. The financial accounting reports of the last three years have been issued with unqualified audit reports by certified public accountants, which are in line with Article 11, paragraph 1 of the administrative measures.
(2) According to the assurance report on internal control issued by Lixin and the issuer's instructions, the issuer shall comply with the basic norms of enterprise internal control issued by the Ministry of finance of the people's Republic of China, China Securities Regulatory Commission and other ministries and commissions And relevant regulations have maintained effective internal control related to financial statements in all material aspects on June 30, 2021. The issuer's internal control system is sound and effectively implemented, which can reasonably ensure the company's operation efficiency, legal compliance and reliability of financial reports, and certified public accountants issue an internal control assurance report with unqualified conclusions, Comply with the provisions of paragraph 2 of Article 11 of the administrative measures.
3. This issuance and listing complies with the provisions of Article 12 of the administrative measures
(1) Upon verification by the lawyer in charge of the exchange, the issuer has complete assets, independent business, personnel, finance and institutions, and there is no horizontal competition with the controlling shareholder, actual controller and other enterprises under its control that has a significant adverse impact on the issuer, and there is no connected transaction that seriously affects its independence or is obviously unfair, which is in line with Article 12 (I) of the administrative measures Item.
(2) For example, "v. business of the issuer", "XII. Directors, supervisors and senior managers of the issuer and their changes" and "III. promoters and shareholders (actual controllers)" in this supplementary legal opinion As mentioned in part and verified by the lawyer in charge of the exchange, the issuer's main business, control and management team are stable, there have been no major adverse changes in the main business, directors and senior managers in the last two years, the ownership of shares held by the controlling shareholders and shareholders controlled by the controlling shareholders and actual controllers is clear, and the actual controllers have not changed in the last two years, There is no major ownership dispute that may lead to the possible change of control, which is in line with the provisions of Article 12 (2) of the administrative measures.
(3) For example, "VII. Main property of the issuer", "VIII. Major creditor's rights and debts of the issuer" and "XVI. Litigation, arbitration or administrative punishment" in this supplementary legal opinion As mentioned in part, the lawyer in charge of the firm believes that the issuer has no major ownership disputes over major assets, core technologies, trademarks, etc., no major debt repayment risk, no major contingencies such as guarantee, litigation and arbitration, and no major changes in the business environment that have or will have a significant adverse impact on the continuous operation, Comply with the provisions of Article 12 (3) of the administrative measures.
4. This issuance and listing complies with the provisions of Article 13 of the administrative measures
(1) According to the prospectus, the issuer's description and the verification by the lawyer in charge of the exchange, during the reporting period, the issuer was a provider of comprehensive solutions for information services and network information security. Its business focused on the fields of national defense and military industry, medical health and government services, and its production and business activities were consistent with the issuer's articles of association The business scope is consistent with the business scope, and various licenses required for business operation have been obtained. The production and operation of the issuer shall comply with the provisions of laws and administrative regulations, the national industrial policies and the provisions of paragraph 1 of Article 13 of the administrative measures.
(2) According to the commitments issued by the issuer, its controlling shareholders and actual controllers and verified by the lawyers in charge of the exchange, the issuer, its controlling shareholders and actual controllers have not committed any criminal crime of embezzlement, bribery, misappropriation of property, misappropriation of property or undermining the order of the socialist market economy, and have not committed any fraudulent issuance, illegal disclosure of major information or other related crimes in the past three years Major illegal acts in the fields of national security, public security, ecological security, production safety and public health and safety comply with the provisions of paragraph 2 of Article 13 of the administrative measures. (3) According to the instructions of the directors, supervisors and senior managers of the issuer and the verification by the lawyer in charge of the exchange, the directors, supervisors and senior managers of the issuer have not been subject to administrative punishment by the CSRC in the past three years, or are being filed for investigation by the judicial organ for suspected crimes or are being filed for investigation by the CSRC for suspected violations of laws and regulations, and there is no clear conclusion In accordance with the provisions of paragraph 3 of Article 13 of the administrative measures.
（3） This issuance and listing meets the relevant conditions stipulated in the stock listing rules
1. As stated in the "II. Substantive conditions for this issuance and listing" (I) this issuance and listing meets the substantive conditions specified in the company law and the securities law "and" (II) this issuance and listing meets the substantive conditions specified in the administrative measures "of this supplementary legal opinion, the issuer's current issuance and listing meets the issuance conditions specified by the CSRC Article 2.1 of the Listing Rules Article 1, paragraph 1 (I).
2. Before this issuance, the total share capital of the issuer was 69.19 million yuan and the total number of shares was 69.19 million. According to the resolution on this issuance and listing made at the fourth extraordinary general meeting of the issuer in 2020, the number of shares to be publicly issued by the issuer this time shall not exceed 23073333. Assuming that 23073333 shares are publicly issued, the total share capital of the issuer will reach 92263333 yuan after the completion of this issuance and listing, of which the shares publicly issued by the issuer will reach 25% of the total shares after this issuance, which is in line with Article 2.1 of the stock listing rules 1. Provisions in Item (2) and (3) of paragraph 1 of Article 1.
3. According to the Citic Securities Company Limited(600030) analysis report on the estimated market value of Jiayuan Technology Co., Ltd., the issuer's estimated market value is not less than 1 billion yuan. According to the audit report, the issuer's operating revenue in 2020 is 190.5602 million yuan and the net profit after deduction in 2020 is 52653359.35 yuan. The issuer is expected to have a market value of no less than RMB 1 billion, a positive net profit in the latest year and an operating income of no less than RMB 100 million
